The shareholders at the annual general meeting of Raiffeisen International Bank-Holding AG, which took place today in Vienna, approved the merger of Raiffeisen International and Cembra Beteiligungs AG with a clear majority. The transferring company Cembra consists essentially of the corporate customer business, together with the associated shareholdings, spun off from Raiffeisen Zentralbank Osterreich AG (RZB). The merged company will operate as Raiffeisen Bank International AG as of the merger’s entry in the commercial register, which is expected to take place in the fourth quarter of 2010.
«By granting their approval, our shareholders have clearly voiced their belief that this merger provides the best means of maintaining and even further expanding Raiffeisen’s strong positioning in CEE and in the Austrian corporate customer segment,» said Herbert Stepic, CEO of Raiffeisen International and future CEO of Raiffeisen Bank International.
At their respective general meetings on 7 July, the shareholders of RZB and Cembra approved the spin-off of RZB’s corporate customer business and the associated shareholdings, and their transfer to and absorption by Cembra. Those business segments and shareholdings associated with RZB’s role as the central institution of the Austrian Raiffeisen Banking Group are not impacted by these steps and will remain in their entirety in RZB.
The shareholders at Raiffeisen International’s general meeting today provided their approval for the merger of Cembra and Raiffeisen International by way of universal succession as at the record date of 31 December 2009. The shareholders also approved the associated share capital increase and the merger agreement. With 40.8 million new bearer shares being issued in order to perform the merger with Cembra, Raiffeisen International’s share capital will be increased from ˆ 471.7 million by ˆ 124.6 million to ˆ 596.3 million. In addition to the shares that Cembra has held in Raiffeisen International to date, these newly-issued shares will be granted to Cembra’s sole shareholder, Raiffeisen International Beteiligungs GmbH, as settlement for the corporate assets of Cembra transferred to Raiffeisen International as part of the merger.
Once these transactions are completed, the free float of Raiffeisen Bank International, which will continue to be listed on the Vienna Stock Exchange, will be around 21.5 per cent; Raiffeisen International’s free float had stood at around 27.2 per cent. RZB’s indirect shareholding in Raiffeisen Bank International will amount to around 78.5 per cent. Previously, RZB’s indirect shareholding in Raiffeisen International had stood at around 72.8 per cent.
Raiffeisen International’s annual general meeting approved a dividend of ˆ 0.20 per share for the business year 2009; this corresponds to a maximum dividend payout of ˆ 30.9 million. Dividends will be paid out to shareholders with dividend rights on 16 July 2010.
Raiffeisen International’s annual general meeting also passed a resolution increasing the total number of shareholder representatives on the Supervisory Board from seven to ten. This measure will take effect from the time the merger of Raiffeisen International and Cembra is entered in the commercial register.
As of that point in time, Erwin Hameseder (Chairman of Regional Raiffeisen Bank Lower Austria and Vienna), Markus Mair (Chairman of Regional Raiffeisen Bank Styria), Ludwig Scharinger (Chairman of Regional Raiffeisen Bank Upper Austria), Hannes Schmid (Chairman of the board of Regional Raiffeisen Bank Tyrol), Johannes Schuster (currently a division head in RZB and designated Managing Board member of RZB), Friedrich Sommer (currently a division head in RZB) and Christian Teufl (currently a division head in RZB) will be members of the Supervisory Board until the end of the general meeting which resolves on releasing the Supervisory Board from liability for the 2014 financial year. Also as of the merger’s entry in the commercial register, Patrick Butler, Karl Sevelda, Johann Strobl and Manfred Url will step down from their positions on the Supervisory Board. The Raiffeisen International Supervisory Board members Stewart Gager, Kurt Geiger and RZB CEO Walter Rothensteiner will continue to exercise their mandates. Raiffeisen Bank International’s managing board will consist of Herbert Stepic, Karl Sevelda, Aris Bogdaneris, Patrick Butler, Martin Grull, Peter Lennkh, Johann Strobl and Heinz Wiedner.
With more than 700 participants this year, Raiffeisen International’s annual general meeting was once again one of the best-attended in Austria’s recent capital market history.
Raiffeisen International operates one of the largest banking networks in CEE, covering 17 markets across the region through subsidiary banks, leasing companies and a range of other financial service providers. The group’s 56,000 employees service more than 15 million customers through around 3,000 business outlets. Raiffeisen International is a fully-consolidated subsidiary of Raiffeisen Zentralbank Osterreich AG (RZB), which indirectly owns about 72.8 per cent of the common stock. The remainder is in free float, with the shares listed on the Vienna Stock Exchange. RZB is a leading corporate and investment bank in Austria and the central institution of the Austrian Raiffeisen Banking Group, the country’s largest banking group.
For further information please contact Michael Palzer